Stock Repurchase Authorization and ASR
MarketAxess expects to enter into a $300 million ASR agreement with JPMorgan Chase Bank, National Association, in the near term. It is expected that approximately $240 million worth of shares will be delivered to the Company at the onset of the transaction and any remaining purchased shares will be delivered to the Company upon the final settlement of the transaction in the first quarter of 2026. The remaining $205 million stock repurchase authorization will be available at the Company’s discretion to repurchase MarketAxess common stock in the open market or in privately negotiated transactions from time to time based on market and other conditions.
The ASR will be funded by $80 million in cash on hand and $220 million in borrowings under the Company’s revolving credit facility. As of September 30, 2025, and on a trailing twelve-month basis, MarketAxess generated $400 million in net cash provided by operating activities and $385 million of free cash flow.4
Year-to-date 2025, the Company has returned to stockholders approximately $120 million in stock repurchases and $86 million in dividends.
1Medium-term defined as 3-years. Targets are average annual growth rates for the period 2026-2028.
2Composite credit products include U.S. high-grade, U.S. high-yield, emerging markets and eurobonds.
3 Assumes constant currency, excluding the impact of business portfolio changes and excluding impact of notable items. From time to time, we present certain GAAP-basis financial results, excluding notable items. These measures are non-GAAP financial measures. Refer to “Non-GAAP financial measures and other items” for a discussion of these non-GAAP financial measures.
4 Free cash flow is a non-GAAP financial measure. Refer to “Non-GAAP financial measures and other items” for a discussion of these non-GAAP financial measures and Table 1 for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
Access Details for Webcast & Presenters’ Slides
As previously announced, Mr. Concannon and Ms. Fiszel Bieler will participate in the fireside chat at 10:00 a.m. ET at the Goldman Sachs 2025 U.S. Financial Services Conference. The Company plans to discuss the medium-term targets, the stock repurchase authorization and the expected ASR during the fireside chat. The live webcast and replay for the fireside chat will be available on the events and presentations section of the MarketAxess Investor Relations homepage, https://investor.marketaxess.com/events-and-presentations. The presenters' slides for the fireside chat will be posted on the events and presentations section of the MarketAxess Investor Relations homepage.
Non-GAAP financial measures and other items
To supplement the Company’s unaudited financial statements presented in accordance with generally accepted accounting principles (“GAAP”), from time-to-time, the Company uses certain non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA margin and free cash flow. From time to time, we present selected GAAP-basis financial results, excluding notable items. Notable items are revenues, expenses, other income (expense) and tax related items that are non-recurring and outside of the Company’s normal course of business or other notables, such as acquisition and restructuring charges or gains/losses on sales (collectively, “notable items”). We define EBITDA margin as EBITDA divided by revenues. We define free cash flow as net cash provided by/(used in) operating activities excluding the net change in trading investments and net change in securities failed-to-deliver and securities failed-to-receive from broker-dealers, clearing organizations and customers, less expenditures for furniture, equipment and leasehold improvements and capitalized software development costs. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP. The Company believes that these non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, provide additional information regarding the Company’s operating results because they assist both investors and management in analyzing and evaluating the performance of our business. Please refer to Table 1 for a reconciliation of GAAP net cash provided by operating activities to free cash flow. The Company does not reconcile its forward-looking non-GAAP financial measures, including the medium term financial targets, to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.